Item 8.01. Other Events.
On May 25, 2021, Harvest Capital Credit Corporation ("HCAP") and Portman Ridge
Finance Corporation ("PTMN") issued a joint press release announcing that the
anticipated election deadline for record holders of shares of HCAP common stock
(other than HCAP, PTMN and their subsidiaries) to elect to receive cash
consideration in lieu of shares of PTMN common stock in connection with the
pending merger of PTMN and HCAP is 5:00 p.m., Eastern Time, on June 2, 2021.
The completion of the proposed transaction remains subject to the satisfaction
of certain closing conditions, including the receipt of the requisite approval
from HCAP stockholders. A copy of the joint press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
* * *
Forward-Looking Statements
This communication contains forward-looking statements that involve substantial
risks and uncertainties, including statements regarding the completion of the
transaction between HCAP and PTMN. The use of words such as "anticipates,"
"believes," "intends," "plans," "expects," "projects," "estimates," "will,"
"should," "may" and similar expressions identify any such forward-looking
statements. These forward-looking statements are not guarantees of future
performance and are subject to various risks and uncertainties. Certain factors
could cause actual results and conditions to differ materially from those
projected, including the uncertainties associated with (i) the timing or
likelihood of the transaction closing, (ii) the expected synergies and savings
associated with the transaction, (iii) the expected elimination of certain
expenses and costs due to the transaction, (iv) the percentage of HCAP
stockholders voting in favor of the transaction, (v) the possibility that
competing offers or acquisition proposals for HCAP will be made, (vi) the
possibility that any or all of the various conditions to the consummation of the
merger may not be satisfied or waived, including the failure to obtain HCAP
stockholder approval, (vii) risks related to diverting the respective
management's attention from HCAP's and PTMN's ongoing business operations,
(viii) the risk that stockholder litigation in connection with the transactions
contemplated by the merger agreement may result in significant costs of defense
and liability, (ix) the future operating results of HCAP's or PTMN's portfolio
companies or of the combined company, (x) regulatory factors, (xi) changes in
regional or national economic conditions, including but not limited to the
impact of the COVID-19 pandemic, and their impact on the industries in which
HCAP and PTMN invest, and (xii) other changes in the conditions of the
industries in which HCAP and PTMN invest and other factors enumerated in HCAP's
and PTMN's respective filings with the U.S. Securities and Exchange Commission
(the "SEC"), including PTMN's registration statement on Form N-14, as amended,
which includes a proxy statement/prospectus (as amended, the "Registration
Statement"), which was declared effective by the SEC on April 20, 2021, PTMN's
prospectus, which was filed by PTMN with the SEC on April 20, 2021 (the
"Prospectus"), and HCAP's definitive proxy statement, which was filed by HCAP
with the SEC on April 21, 2021 (the "Proxy Statement" and, together with the
Prospectus, the "Proxy Statement/Prospectus"). You should not place undue
reliance on such forward-looking statements, which speak only as of the date of
this communication. PTMN and HCAP undertake no obligation to update any
forward-looking statements made herein, unless required by law. You should,
therefore, not rely on these forward-looking statements as representing the
views of HCAP or PTMN as of any date subsequent to the date of this
communication. You should read this communication and the documents referenced
in this communication completely and with the understanding that actual future
events and results may be materially different from expectations. PTMN and HCAP
qualify all forward-looking statements by these cautionary statements.
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Additional Information and Where to Find It
In connection with the proposed transaction, including seeking to obtain HCAP
stockholder approval in connection therewith, PTMN and HCAP have filed certain
materials with the SEC, including, among other materials, the Registration
Statement and the Proxy Statement/Prospectus. The Registration Statement was
declared effective by the SEC on April 20, 2021, and the Proxy
Statement/Prospectus was first mailed to HCAP's stockholders on or around April
22, 2021 to seek approval of the proposed transaction. The Registration
Statement and the Proxy Statement/Prospectus each contain important information
about HCAP, PTMN, the proposed transaction and related matters. This
communication is not a substitute for the Proxy Statement/Prospectus or the
Registration Statement to which it pertains or for any other document that HCAP
or PTMN may file with the SEC and send to HCAP's stockholders in connection with
the proposed transaction. This communication is for informational purposes only
and does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. STOCKHOLDERS OF HCAP ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN/WILL CONTAIN IMPORTANT INFORMATION ABOUT HCAP, PTMN, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders are able to
obtain the documents filed with the SEC free of charge at the SEC's website,
http://www.sec.gov, or for documents filed by HCAP, from HCAP's website at
http://www.harvestcapitalcredit.com and for documents filed by PTMN, from PTMN's
website at www.portmanridge.com.
Participants in the Solicitation
HCAP, its directors, certain of its executive officers and certain employees and
officers of HCAP Advisors, LLC and its affiliates may be deemed to be
participants in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers of HCAP is
set forth in the Proxy Statement/Prospectus. PTMN, its directors, certain of its
executive officers and certain employees and officers of Sierra Crest Investment
Management LLC and its affiliates may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of PTMN is set forth in the Proxy
Statement/Prospectus. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the proposed
transaction can also be found in the Registration Statement and the Proxy
Statement/Prospectus. These documents may be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This communication is not, and under no circumstances is it to be construed as,
a prospectus or an advertisement and the communication of this communication is
not, and under no circumstances is it to be construed as, an offer to sell or a
solicitation of an offer to purchase any securities in PTMN, HCAP or in any fund
or other investment vehicle.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Joint Press Release, dated May 25, 2021
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